SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) or 240.ss.14a-12
First Banks America, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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JOHN S. DANIELS
ATTORNEY AT LAW
6440 NORTH CENTRAL EXPRESSWAY, SUITE 503
DALLAS, TEXAS 75206
(214) 368-9405
May 7, 2001
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: First Banks America, Inc. ("Registrant") definitive proxy
materials for Annual Meeting of Stockholders on May 30, 2001
Gentlemen:
Enclosed on behalf of my client, the Registrant, are copies of the
definitive Proxy Statement and form of proxy relating to the Annual Meeting
referenced above, in the form that such materials are first being mailed to the
Registrant's stockholders on May 7, 2001. Also enclosed with this filing is a
Schedule 14A Information Sheet setting forth certain required information.
Three copies of the definitive Proxy Statement and form of proxy are
being filed with the New York Stock Exchange, the only national securities
exchange upon which securities of the Registrant are listed and registered.
Please contact the undersigned at (214) 368-9405 if you require any
additional information regarding this filing.
Sincerely,
/s/ John S. Daniels
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John S. Daniels
First Banks America, Inc.
135 North Meramec
Clayton, Missouri 63105
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Wednesday, May 30, 2001
To the Stockholders of First Banks America, Inc.:
Notice is hereby given that the 2001 Annual Meeting of Stockholders
(the "Annual Meeting") of First Banks America, Inc., a Delaware corporation,
will be held at 135 North Meramec, Clayton, Missouri, on Wednesday, May 30, 2001
at 4:00 p.m., local time, for the following purposes:
(1) To elect seven directors to serve until the next Annual
Meeting and until their successors have been duly elected and
qualified; and
(2) To transact any and all other business as may properly
be presented at the meeting and any adjournment(s) thereof.
The Board of Directors has fixed the close of business on April 27,
2001 as the record date for the determination of stockholders entitled to notice
of and to vote at the Annual Meeting and any adjournment(s) thereof. The stock
transfer books will not be closed. A list of stockholders entitled to vote at
the meeting will be available for examination at our main office for ten (10)
days prior to the meeting.
You are cordially invited to attend the Annual Meeting. However,
whether or not you plan to be present, you are urged to promptly mark, sign,
date and return the accompanying proxy in the enclosed, self-addressed, stamped
envelope, so that your shares may be voted in accordance with your wishes.
Your proxy will be returned to you if you should request such return in
the manner provided for revocation of proxies on page 2 of the enclosed Proxy
Statement. Your prompt response will reduce the time and expense of
solicitation.
By Order of the Board of Directors,
/s/ Allen H. Blake
-----------------------------------
Clayton, Missouri ALLEN H. BLAKE
May 7, 2001 Secretary
First Banks America, Inc.
135 North Meramec
Clayton, Missouri 63105
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 30, 2001
--------------------------
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is being furnished to stockholders of First Banks
America, Inc., a Delaware corporation ("FBA" or the "Company"), in connection
with the solicitation by our Board of Directors of proxies to be voted at the
2001 Annual Meeting of Stockholders (the "Annual Meeting") to be held on
Wednesday, May 30, 2001, at the time and place and for the purposes set forth in
the accompanying Notice of Annual Meeting of Stockholders, and at any
adjournment(s) thereof. This Proxy Statement and the enclosed form of proxy are
first being mailed to the stockholders on or about May 7, 2001.
The accompanying form of proxy is designed to permit each holder of our
common stock, par value $.15 per share ("Common Stock"), (1) to vote for or
withhold voting for any or all of the seven nominees for director listed on the
proxy; and (2) to authorize the named proxies to vote in their discretion with
respect to any other proposal properly presented at the Annual Meeting.
As of April 27, 2001, the record date for determining the stockholders
entitled to vote at the Annual Meeting (the "Record Date"), there were
12,068,603 shares of voting stock outstanding, consisting of 9,568,603 shares of
Common Stock and 2,500,000 shares of Class B Common Stock. 8,741,350 of the
outstanding shares of Common Stock and all of the outstanding shares of Class B
Common Stock are owned by First Banks, Inc., a Missouri corporation ("First
Banks"). Each share of Common Stock and of Class B Common Stock is entitled to
one vote in the election of each director. By virtue of its ownership of the
Common Stock and Class B Common Stock referred to above, First Banks controlled
93.1% of all shares entitled to vote at the Annual Meeting as of the Record
Date.
First Banks is owned by trusts created and administered by and for the
benefit of James F. Dierberg and members of his immediate family. Mr. Dierberg
is the Chairman of the Board, Chief Executive Officer and President of FBA. Mr.
Dierberg is also Chairman of the Board and Chief Executive Officer of First
Banks. Our other executive officers and directors were the record holders of
35,738 shares of Common Stock as of the Record Date.
When a stockholder's proxy specifies a choice with respect to a voting
matter, the shares will be voted accordingly. If no such specification is made,
the accompanying form of proxy will be voted at the Annual Meeting and any
adjournment(s) thereof FOR the election of the nominees listed herein under the
caption "ELECTION OF DIRECTORS" and at the discretion of the proxies on any
other business properly presented at the Annual Meeting and any adjournment(s)
thereof.
We encourage your personal attendance at the Annual Meeting, and
execution of the accompanying proxy will not affect your right to attend the
Annual Meeting and to vote in person. Any stockholder giving a proxy has the
right to revoke it by giving written notice of revocation to the Secretary of
the Company at our principal executive offices at any time before the proxy is
voted, or by executing and delivering a later-dated proxy, or by attending the
Annual Meeting and voting his or her shares in person. No such notice of
revocation or later-dated proxy, however, will be effective until we receive it
at or prior to the Annual Meeting. Such a revocation will not affect a vote on
any matters taken prior to our receipt of the revocation. Simply attending the
Annual Meeting will not revoke a proxy.
The total cost of the solicitation of proxies pursuant to this Proxy
Statement will be borne by the Company. Proxies may be solicited by our
directors, officers and employees without special remuneration. We will
reimburse banks, brokerage houses and other custodians, nominees and fiduciaries
who forward soliciting material to the beneficial owners of shares of Common
Stock entitled to vote at the meeting for their out-of-pocket expenses. In
addition to the mails and other delivery services, we may solicit proxies by
personal interviews, telephone or other methods.
We previously mailed our Annual Report to Stockholders covering the
fiscal year ended December 31, 2000, including audited consolidated financial
statements, to our stockholders. The Annual Report does not form any part of the
proxy solicitation material. You may obtain an additional copy of the 2000
Annual Report to Stockholders without charge upon written request to Allen H.
Blake, Secretary, First Banks America, Inc., 135 North Meramec, Clayton,
Missouri 63105.
We currently have one subsidiary bank, First Bank & Trust, which is the
successor to our bank in Texas and several different banks that we owned in
California. In this Proxy Statement, when we use "First Bank & Trust," we are
referring to our current bank subsidiary and its predecessors in Texas and
California.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
General
Only holders of record of outstanding shares of Common Stock and Class
B Common Stock as of the Record Date are entitled to notice of, and to vote, in
person or by proxy, at the Annual Meeting and any adjournment(s) thereof. As of
the Record Date, there were issued and outstanding 9,568,603 shares of Common
Stock and 2,500,000 shares of Class B Common Stock.
Holders of shares of Common Stock and Class B Common Stock are entitled
to one vote for each share held of record on the Record Date. Holders of Common
Stock and Class B Common Stock are permitted to exercise cumulative voting in a
contested election of directors. This means that, if there are more nominees for
director than positions to be elected, each holder would be permitted to cast as
many votes as equals the product of the number of directors to be elected (i.e.,
seven at the Annual Meeting) times the number of shares held by such holder, and
to cast all these votes for one candidate or to divide the votes among two or
more candidates in any amounts chosen by the stockholder. First Banks would also
have the right to utilize cumulative voting with respect to its shares of Common
Stock and Class B Common Stock. The proxy holders authorized to vote in favor of
nominees listed herein under the caption "ELECTION OF DIRECTORS" will be
permitted to vote cumulatively in the absence of instructions to the contrary.
The presence, in person or by proxy, of the holders of a majority of
the issued and outstanding shares of voting stock, including the Common Stock
and the Class B Common Stock, is necessary to constitute a quorum to transact
business at the Annual Meeting and any adjournment(s) thereof.
On each proposed action, proxies marked as withheld votes or
abstentions and broker non-votes will not be voted but will be treated as
present and entitled to vote. Such proxies will therefore have the same effect
as votes against the proposed action.
Security Ownership of Management and of Controlling Stockholder
The following table sets forth as of the Record Date certain
information with respect to the beneficial ownership of Common Stock and Class B
Common Stock by each person known by the Company to be the beneficial owner of
more than five percent of the outstanding shares of either class of stock, by
each director, by executive officers and by all of our executive officers and
directors as a group:
Title of Name of Beneficial Owner Number of Shares and Nature of Percent of
Class Beneficial Ownership Class
- -------------------------- ---------------------------- -------------------------------------- -------------
Class B Stock First Banks, Inc. 2,500,000 (1)(2)(3) 100%
135 North Meramec
Clayton, Missouri 63105
Class B Stock James F. Dierberg 2,500,000 (1)(2)(3) 100
Common Stock First Banks, Inc. 8,741,350 (1)(2)(3) 91.4
Common Stock James F. Dierberg 8,741,350 (1)(2)(3) 91.4
Common Stock Allen H. Blake 1,000 (4) *
Common Stock Charles A. Crocco, Jr. 7,772 (4) *
Common Stock Albert M. Lavezzo 10,210 (4) *
Common Stock Terrance M. McCarthy 2,000 (4) *
Common Stock Frank H. Sanfilippo 0 0
Common Stock Ellen D. Schepman 1,000 (2)(4) *
Common Stock Edward T. Story, Jr. 10,682 (4) *
Common Stock David F. Weaver 2,974 (4) *
Common Stock Donald W. Williams 100 (4) *
All executive officers 8,777,088 shares 91.7% of
and directors as a group Common Stock Common Stock
(10 persons)
100% of
2,500,000 shares Class B
Class B Stock Stock
- --------------------------
* Less than one percent.
(1) The shares shown as beneficially owned by First Banks and James F. Dierberg
comprise 100% of the outstanding shares of Class B Stock and 91.4% of the
outstanding shares of Common Stock. Each share of Common Stock and Class B
Stock is entitled to one vote on matters subject to stockholder vote. All
of the shares of Class B Stock and Common Stock owned by First Banks are
pledged to secure a loan to First Banks from a group of unaffiliated
lenders. The related credit agreement contains customary provisions which
could ultimately result in transfer of such shares if First Banks were to
default in the repayment of the loan and such default were not cured, or
other arrangements satisfactory to the lenders were not made, by First
Banks.
(2) The controlling stockholders of First Banks are (i) the James F. Dierberg,
II Family Trust, dated December 30, 1992; (ii) Irrevocable Trust of Michael
J. Dierberg, dated May 1, 1998; (iii) the Ellen C. Dierberg Family Trust,
dated December 30, 1992; (iv) James F. Dierberg, trustee of the James F.
Dierberg living trust, dated October 8, 1985; (v) the Michael J. Dierberg
Family Trust, dated December 30, 1992; and (vi) First Trust (Mary W.
Dierberg and First Bank, Trustees) established U/I James F. Dierberg, dated
December 30, 1992. Mr. James F. Dierberg and Mrs. Mary W. Dierberg are
husband and wife, and Messrs. James F. Dierberg, II, Michael J. Dierberg
and Mrs. Ellen D. Schepman are their adult children.
(3) Due to the relationships among James F. Dierberg, Mary W. Dierberg, First
Bank and the three adult children of James F. and Mary W. Dierberg, Mr.
Dierberg is deemed to share voting and investment power over all of the
outstanding voting stock of First Banks, which in turn exercises voting and
investment power over the shares of Common Stock and Class B Stock
attributed to it in the table.
(4) All of the shares attributed in the table to Mrs. Schepman and Messrs.
Blake, Crocco, Lavezzo, McCarthy, Story, Weaver and Williams are owned by
them directly.
ELECTION OF DIRECTORS
Our Board of Directors recommends that the stockholders vote to
re-elect Messrs. Blake, Crocco, Dierberg, Lavezzo, Story and Williams and Mrs.
Schepman as directors, each for a one-year term.
Nominees
Our Board of Directors consists of seven members, who are identified in
the following table which sets forth the information indicated as of the Record
Date. Each of the directors was elected or appointed to serve a one-year term
and until his or her successor has been duly qualified for office.
Name Age Director Since
- --------------------------------------------------------------------------------
Allen H. Blake 58 1994
Charles A. Crocco, Jr. (2) 62 1988
James F. Dierberg 63 1994
Albert M. Lavezzo (2) 64 1998
Ellen D. Schepman (1) 26 1999
Edward T. Story, Jr. (2) 57 1987
Donald W. Williams 53 1995
- -------------------
(1) Mrs. Schepman is the adult daughter of James F. Dierberg; see "Family
Relationships."
(2) Member of the Audit Committee.
Allen H. Blake has been Executive Vice President of FBA since 1998, its
Chief Operating Officer since 1999 and Secretary since 1994; he also served as
FBA's Chief Financial Officer from 1994 until 1999. Mr. Blake has been the
President of First Banks since October 1999, its Chief Operating Officer since
1998 and its Secretary since 1988. He previously served as Executive Vice
President and Chief Financial Officer of First Banks from 1996 until September
1999 and its Senior Vice President from 1992 to 1996.
Charles A. Crocco, Jr. has practiced law in the New York City area
since 1970. He has been Counsel to the law firm of Crocco & DeMaio, P.C., Mount
Kisco, New York since April 2000. He previously was Counsel to Jackson & Nash,
LLP in New York City from January 1999 until April 2000, Counsel to Crocco &
DeMaio, P.C. in 1998, and a Partner in Crocco & DeMaio, P.C. prior to 1998. Mr.
Crocco is also a director of The Hallwood Group Incorporated, a merchant banking
firm.
James F. Dierberg has been the Chairman of the Board of Directors,
President and Chief Executive Officer of FBA since 1994 and the Chairman of the
Board of Directors and Chief Executive Officer of First Banks since 1988. Mr.
Dierberg has also been a director of First Banks since 1979 and its President
from 1979 until 1992 and from 1994 to October 1999.
Albert M. Lavezzo has been President and Chief Operating Officer of the
law firm of Favaro, Lavezzo, Gill, Caretti & Heppell, Vallejo, California, since
1974. Mr. Lavezzo was the Chairman of the Board of Directors of Surety Bank in
Vallejo, California for 15 years prior to its acquisition by FBA in 1997 and is
the President of North Bay Exchange Co., Inc.
Ellen D. Schepman has been a Retail Marketing Officer of First Banks
since May 1999. She was a Retail Marketing Specialist with First Bank & Trust
from 1997 to May 1999. Prior to 1996, Mrs. Schepman was a full-time student.
Edward T. Story, Jr. has been the President, Chief Executive Officer
and a Director of SOCO International, plc, a corporation engaged in
international oil and gas operations, since 1991. Mr. Story is also a Director
of Cairn Energy plc and Hallwood Realty Corporation.
Donald W. Williams has been Senior Executive Vice President and Chief
Credit Officer of First Banks since September 2000. He served as Executive Vice
President and Chief Credit Officer of First Banks since 1996.
Although we do not anticipate that any nominee will refuse or be unable
to serve as a director, the persons named in the enclosed form of proxy intend,
if any nominee becomes unavailable, to vote the shares represented by the proxy
for the election of another person or persons nominated or designated by
management, unless you direct them in your proxy to do otherwise.
Assuming the presence of a quorum, the seven nominees receiving the
largest number of the votes cast, including those cast by holders of the Common
Stock and the Class B Common Stock represented at the Annual Meeting, will be
elected as directors. The Company's By-Laws require that any nominations by a
stockholder comply with certain procedural and disclosure requirements,
including advance written notice to the Secretary of the Company.
Executive Officers
Our executive officers as of the Record Date were as follows:
Name Age Office(s) held
- --------------------------------------------------------------------------------
James F. Dierberg 63 Chairman of the Board of Directors,
President and Chief Executive
Officer.
Allen H. Blake 58 Executive Vice President; Chief
Operating Officer and Secretary.
Frank H. Sanfilippo 38 Executive Vice President and Chief
Financial Officer.
Terrance M. McCarthy 46 Executive Vice President; Chairman
of the Board of Directors,
President and Chief Executive
Officer of First Bank & Trust.
David F. Weaver 53 Executive Vice President; President
- Texas Region, First Bank & Trust.
The executive officers were each elected by the Board of Directors to
the office indicated.
Committees and Meetings of the Board of Directors
Three members of our Board of Directors serve on the Audit Committee;
there are no other committees of the Board. See "AUDIT COMMITTEE REPORT" for
additional information regarding our Audit Committee.
Board and Committee Meetings. The Board of Directors held six meetings
in 2000, including regular and special meetings, and there were four meetings of
the Audit Committee. During 2000, all of our directors attended more than 75% of
the aggregate of the number of meetings of the Board of Directors and the
meetings held by all committees of the Board of Directors on which they served.
Director Compensation
Each Director who is not an officer of or affiliated with First Banks
(Messrs. Crocco, Lavezzo and Story) was paid a fee of $2,000 for each meeting of
our Board of Directors attended and a fee of $500 for each committee meeting
attended. In addition, each of these individuals was paid a fee of $10,000 for
their participation on a special committee of our Board of Directors created
during 2000 for the purpose of conducting an independent evaluation of our
acquisition of First Bank & Trust. For their services as directors in 2000,
Messrs. Crocco, Story and Lavezzo received aggregate fees of $20,000. Mrs.
Schepman, who serves as a Retail Marketing Officer of First Banks, but who is
not an officer of FBA, also received fees of $8,000 for her services as a
director in 2000. Furthermore, Mr. Lavezzo received $6,000 as a member of the
Board of Directors of First Bank & Trust.
Messrs. Crocco, Story and Lavezzo and Mrs. Schepman also participate in
the 1993 Directors' Stock Bonus Plan (the "Stock Bonus Plan"), which provides
for an annual grant of 500 shares of Common Stock to each such director. Future
grants would apply equally to current directors and to any individual who
becomes a director in the future. The maximum number of shares that may be
issued will not exceed 16,667 shares, and the plan will expire on July 1, 2001.
We incurred directors' compensation expense of $36,000 in 2000 in connection
with the Stock Bonus Plan.
None of our directors who are also executive officers of First Banks
(Messrs. Dierberg, Blake and Williams) receives any compensation from the
Company or our subsidiaries for services as a director, nor do they participate
in the Stock Bonus Plan or any of our other compensation plans or those of our
subsidiaries. First Banks, of which Messrs. Dierberg, Blake, McCarthy,
Sanfilippo and Williams are executive officers and Messrs. Dierberg and Blake
are directors, provides various services to us and our subsidiaries for which it
is compensated (see "Compensation Committee Interlocks and Insider
Participation").
Family Relationships
Mrs. Schepman is the adult daughter of Mr. Dierberg; except for that
relationship, there is no family relationship between any of the nominees for
director or our directors or executive officers or those of our subsidiaries.
Certain Relationships and Related Transactions
First Bank & Trust has had in the past, and may have in the future,
loan transactions in the ordinary course of business with our directors or their
affiliates. These loan transactions have been and will be on the same terms,
including interest rates and collateral, as those prevailing for comparable
transactions with unaffiliated persons at the time they were or are made, and
they did not and will not involve more than the normal risk of collectibility or
present other unfavorable features. First Bank & Trust does not extend credit to
our officers or its own officers, except extensions of credit secured by
mortgages on personal residences, loans to purchase automobiles and personal
credit card accounts.
Certain of our directors and officers and their affiliates have deposit
accounts with First Bank & Trust. It is the policy of First Bank & Trust not to
permit any of its officers or directors or their affiliates to overdraw their
respective deposit accounts unless that person has been previously approved for
overdraft protection under a plan whereby a credit limit has been established in
accordance with First Bank & Trust's standard credit criteria.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding
compensation earned during the year ended December 31, 2000, and specified
information with respect to the two preceding years, by Messrs. McCarthy and
Weaver, our only executive officers whose annual compensation in 2000 from the
Company and our subsidiaries exceeded $100,000.
Messrs. Dierberg, Sanfilippo and Blake do not receive any compensation
directly from either the Company or our subsidiaries. The Company and First Bank
& Trust have entered into various contracts with First Banks, of which Messrs.
Dierberg and Blake, are directors and executive officers and Messrs. McCarthy,
Sanfilippo and Williams are executive officers, pursuant to which services are
provided to us and First Bank & Trust (see "Compensation Committee Interlocks
and Insider Participation" for additional information regarding contracts with
First Banks).
SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 2000
Salary Bonus All Other Compensation
Name and Principal Position Year $$ (1) $$ $$ (2)
- -------------------------------------------- --------- -------------- ------------ ----------------------
Terrance M. McCarthy 2000 180,000 25,000 6,650
Executive Vice President;
Chairman of the Board of Directors, 1999 147,500 20,000 4,950
President and Chief Executive Officer of
First Bank & Trust 1998 121,600 27,000 4,460
David F. Weaver 2000 137,500 18,000 5,150
Executive Vice President;
President - Texas Region, 1999 127,000 20,450 3,700
First Bank & Trust
1998 116,200 20,000 3,400
- ---------------------------------
(1) The total of all other annual compensation for each of the named officers
is less than the amount required to be reported, which is the lesser of (a)
$50,000 or (b) ten percent (10%) of the total of the annual salary and
bonus paid to that person.
(2) All other compensation reported represents matching contributions to our
401(k) Plan for the year indicated and ownership interests granted in units
of Star Lane Trust, First Banks' unit investment trust that was created on
January 21, 2000.
We have omitted from this Proxy Statement tables which would disclose
information regarding stock options granted during 2000, stock options exercised
during 2000 and long term incentive plan awards. No options were granted to or
exercised by executive officers in 2000, and we do not have a long term
incentive plan.
STOCK PERFORMANCE GRAPH
The following graph sets forth a comparison of the cumulative total
shareholder returns of our Common Stock, the New York Stock Exchange Market
Value Index and the Index of Regional Banks located in the Pacific region
published by Media General Financial Services ("MGFS") for the five year period
from December 31, 1995 through December 31, 2000. The securities of 90 other
banks are included in the MGFS index.
In previous years, our performance graph included a comparison with a
different group of regional banks (those generally located in the Southwest
region of the United States), because we originally operated in Texas. However,
in light of the increasing size and importance of California in our operations
(particularly since our acquisition last year of First Bank & Trust), we believe
that an index composed of banks in the Pacific region is more relevant than the
index previously used.
The graph and the table which follow are based on the assumption that
the value of the investment in our Common Stock and in each index was $100 at
December 31, 1995 and that all dividends were reinvested (we did not pay any
dividends during the period).
[Stock Performance Graph]
12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
-------- -------- -------- -------- -------- --------
First Banks America, Inc. 100.00 82.65 189.29 159.18 148.98 143.88
NYSE Market Value Index 100.00 120.46 158.48 188.58 206.49 211.42
MGFS Regional Banks - Pacific Region 100.00 125.29 225.60 211.29 215.43 249.28
EMPLOYEE BENEFIT PLANS
We maintain various employee benefit plans. Directors are not eligible
to participate in such plans except the 1993 Directors' Stock Bonus Plan unless
they are also employees of the Company or one of our subsidiaries. Although
Messrs. Blake and Dierberg are executive officers, they are not participants in
any of our employee benefit plans.
Prior to 1995, we maintained a noncontributory defined benefit plan for
eligible officers and employees (the "Pension Plan"). No additional benefits
have accrued to participants since 1994. Benefits under the Pension Plan are
based upon annual base salaries and years of service as of 1994 and are payable
only upon retirement or disability and, in some instances, at death. We are
proceeding with the dissolution of this plan in 2001.
As of December 31, 2000, Mr. Weaver would be eligible to receive annual
benefits of approximately $11,000 upon retirement at age 65.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of FBA is comprised of its entire Board of
Directors. Four of the current directors, including Mr. Dierberg, who is
Chairman of the Board, Chief Executive Officer and President, and Mr. Blake, who
is Executive Vice President, Chief Operating Officer and Secretary, are
affiliated with First Banks, which is compensated for their services under the
provisions of a management fee agreement between FBA and First Banks. None of
the current directors has ever been compensated by FBA or its subsidiaries as an
executive officer.
The Compensation Committee considers the levels and components of
executive compensation relative to those generally available in its market
place, to the overall long-term objectives of FBA and to the interest of its
stockholders. By maintaining appropriate balance in these factors, the
Compensation Committee believes that it will be most effective in attracting and
retaining well-qualified executives who will be capable of contributing to the
success of FBA and enhancing the value of FBA to its stockholders.
The paramount objective of FBA is building the long-term value of the
stockholders' investment, within the framework of operating its subsidiary
financial institution in a safe and sound manner. This is accomplished by
achieving substantial improvements and consistency in earnings, strengthening
the subsidiary banking franchise, and entering into strategic,
economically-viable acquisitions of other financial institutions. Consequently,
the compensation of executives should be structured to attract individuals
capable of contributing to the achievement of these objectives and to align the
welfare of those individuals with that of the stockholders.
The Compensation Committee periodically reviews the various components
of FBA's executive compensation programs. The individual components of
compensation to executives are evaluated taking into consideration the factors
discussed below. However, the Compensation Committee does not give specific
weights to particular factors and subjectively adjusts the compensation levels
of the executive officers based, in part, on non-quantifiable considerations.
The compensation adjustments, while influenced by the evaluation factors, are
not determined by applying a mathematical formula to any individual performance
measurements.
Base Salary. In determining the appropriate base salaries of its
executive officers, the Compensation Committee evaluates the performance of FBA,
considering general business and industry conditions, among other factors, and
the contributions of specific executives toward that performance. Particular
measurements to which the Compensation Committee assigns significance are net
income, earnings per share, expense control, net interest margin, credit
quality, and regulatory exam results. The Compensation Committee also evaluates
each officer's areas of responsibility and FBA's performance in those areas.
Finally, FBA considers the level of compensation paid comparable executives by
other financial institutions of comparable size in its market places.
Bonus. The Compensation Committee may elect to award bonuses to
selected executive officers based largely upon the same criteria as the
evaluations of base salaries, emphasizing the need to maintain competitive
compensation packages and the desire to recognize outstanding performance by the
officers.
Stock Option Program. The Compensation Committee recognizes that one
way to align the interests of FBA's executive officers with those of its
stockholders is the encouragement of ownership of FBA stock through stock
options granted under its 1990 Stock Option Plan. Under this Plan, executive
officers are eligible to receive stock options from time to time, giving them
the right to purchase shares of common stock at a specified price in the future.
Considering the number of options granted prior to 1993, the Compensation
Committee has elected not to grant any additional options since that time.
Along with the need to improve operating results, FBA evaluated its
management structure, recognizing the additional management resources available
from First Banks. This evaluation resulted in a realignment of FBA's executive
officers; two of the three current executive officers, Messrs. Dierberg and
Blake, do not receive any compensation from FBA (see "COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION").
The Compensation Committee reviewed the performance of FBA for 2000
relative to its net income, earnings per share, external growth, business
development and asset quality. Net income for the year ended December 31, 2000
was $27.8 million (as compared to $17.6 million in 1999), while diluted earnings
per share totaled $2.29 (as compared to $1.44 in 1999). FBA's total assets
increased to $2.74 billion at December 31, 2000 from $1.86 billion at December
31, 1999, reflecting both external growth through acquisitions and expanded
business development efforts. Additionally, nonperforming assets totaled $15.7
million and $16.6 million at December 31, 2000 and 1999, respectively.
The Compensation Committee determined that improvement had been
achieved in the performance measurement areas, that significant inroads were
accomplished in enhancing FBA's banking franchise and its prospects for
progressive and profitable growth, and that these improvements should be
recognized in terms of compensation. As a result, the Compensation Committee
concluded that an increase in Mr. McCarthy's and Mr. Weaver's base compensation
was warranted and that a bonus comparable to that awarded in the prior year was
appropriate.
COMPENSATION OF CHIEF EXECUTIVE OFFICER. As noted above, Mr. Dierberg,
the Chief Executive Officer of FBA, does not receive any compensation from FBA
or First Bank & Trust. First Banks receives fees from FBA pursuant to data
processing and management fee agreements (see "COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION").
The foregoing Report has been presented by the entire Board of
Directors consisting of Messrs. Blake, Crocco, Dierberg, Lavezzo, Story and
Williams and Mrs. Schepman.
AUDIT COMMITTEE REPORT
The Audit Committee is responsible for oversight of our financial
reporting process on behalf of the Board of Directors. Management has primary
responsibility for our financial statements and financial reporting, including
internal controls, subject to the oversight of the Audit Committee and the Board
of Directors. In fulfilling its responsibilities, the Audit Committee reviewed
the audited consolidated financial statements with management and discussed the
acceptability of the accounting principles used, the reasonableness of
significant judgments made and the clarity of disclosures.
The Audit Committee reviewed with the independent auditors, who are
responsible for planning and carrying out a proper audit and expressing an
opinion on the conformity of our audited consolidated financial statements with
accounting principles generally accepted in the United States of America, their
judgments as to the acceptability of the accounting principles we use, and such
other matters as are required to be discussed with the Audit Committee. In
addition, the Audit Committee discussed with the independent auditors their
independence from management and the Company, including the matters required by
Standard No. 1 of the Independence Standards Board, and the Audit Committee
considered the compatibility of nonaudit services provided by the independent
auditors with the auditors' independence.
The Audit Committee discussed with our internal and independent
auditors the overall scope and plans for their respective audits. The Audit
Committee met with the internal and independent auditors, with and without
management present, to discuss the results of their examinations, their
evaluations of the Company's internal controls and the overall quality of the
Company's financial reporting.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited consolidated
financial statements be included in the Company's Annual Report on Form 10-K as
of and for the year ended December 31, 2000, and the Board of Directors approved
that recommendation. The Audit Committee also recommended, and the Board of
Directors authorized, the selection of KPMG LLP ("KPMG") as our independent
auditors for the year ending December 31, 2001.
Charles A. Crocco, Jr. Albert M. Lavezzo Edward T. Story, Jr.
Chairman - Audit Committee
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
Messrs. Dierberg and Blake, who are executive officers of the Company
but do not receive any compensation for their services as such, are also members
of the Board of Directors of First Banks. First Banks does not have a
compensation committee, but its Board of Directors performs the functions of
such a committee. Except for the foregoing, none of our executive officers
served during 2000 as a member of the Compensation Committee, or any other
committee performing comparable functions, or as a director, of another entity
any of whose executive officers or directors served on our Board of Directors or
Compensation Committee.
We purchase certain services and supplies from or through First Banks.
Our financial position and operating results could significantly differ from
those that would be obtained if our relationship with First Banks did not exist.
First Banks provides management services to the Company and our
subsidiaries under a management fee agreement whereby we compensate First Banks
for our use of its personnel for various functions including internal audit,
loan review, income tax preparation and assistance, accounting, asset/liability
management and investment services, loan servicing and other management and
administrative services. Fees paid under this agreement were $5.2 million, $4.4
million and $3.2 million for the years ended December 31, 2000, 1999 and 1998,
respectively. We believe the fees paid for management services are at least as
favorable as we could have obtained from an unaffiliated third party.
First Services L.P., a limited partnership indirectly owned by First
Banks' Chairman and his adult children, provides data processing and various
related services to First Bank & Trust under the terms of data processing
agreements. Fees paid under these agreements were $6.8 million, $5.3 million and
$3.5 million for the years ended December 31, 2000, 1999 and 1998, respectively.
We believe the fees paid for data processing services are at least as favorable
as we could have obtained from an unaffiliated third party.
First Bank & Trust had $108.2 million and $31.9 million in whole loans
and loan participations outstanding at December 31, 2000 and 1999, respectively,
that were purchased from First Bank, a wholly owned subsidiary of First Banks.
In addition, First Bank & Trust had sold $146.1 million and $167.5 million in
whole loans and loan participations to First Bank at December 31, 2000 and 1999,
respectively. These loans and loan participations were acquired and sold at
interest rates and terms prevailing at the dates of their purchase or sale and
under standards and policies followed by our First Bank & Trust.
We have a $100.0 million revolving note payable to First Banks, the
proceeds of which are used in our acquisitions and for other corporate purposes.
At December 31, 2000, the amount outstanding under our note payable was $98.0
million. There were no amounts outstanding under our note payable at December
31, 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our executive officers and
directors, and persons who beneficially own more than ten percent of a
registered class of our equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and the New
York Stock Exchange. Based upon a review of the reports we received and the
written representations from certain reporting persons that no Forms 5 were
required for such persons, we believe that during the year ended December 31,
2000, all executive officers, directors and ten percent beneficial owners
complied with the applicable filing requirements.
INDEPENDENT AUDITORS
KPMG served as our independent public accountant for the year ended
December 31, 2000 and has been selected by the Board of Directors to serve for
the current year. Representatives of KPMG are expected to be present at the
Annual Meeting, and they will have the opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions.
During 2000, KPMG served as the Company's independent auditors and
provided additional services to the Company and our affiliates. The following
table sets forth KPMG's fees for 2000 in connection with (1) the audit of the
Company's annual consolidated financial statements and reviews of the various
consolidated financial statements included in our Quarterly Reports on Form 10-Q
("Audit Fees"); (2) consulting services relating to the design and
implementation of systems that aggregate data underlying, or generate
information significant to, our financial statements ("Financial Information
Systems Design and Implementation Fees"); and (3) all other services, including
audit-related services, rendered by KPMG ("All Other Fees").
Financial Information
Systems Design and
Audit Fees Implementation Fees All Other Fees
---------- ------------------- --------------
$247,500 $0 $47,330
OTHER BUSINESS
Management knows of no other business to be presented at the Annual
Meeting. If, however, other matters should properly be presented at the Annual
Meeting or any adjournment(s) thereof, the person or persons voting the proxy
will vote as in his discretion he may deem appropriate.
STOCKHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, stockholders may present proper proposals for inclusion in our proxy
statement for consideration at the Annual Meeting of Stockholders by submitting
proposals to us in a timely manner. In order to be so included for the 2002
Annual Meeting of Stockholders, we must have received stockholder proposals not
later than January 4, 2002, and any proposals submitted must otherwise comply
with the requirements of Rule 14a-8 and with our By-laws.
By Order of the Board of Directors,
/s/ Allen H. Blake
-----------------------------------
Clayton, Missouri ALLEN H. BLAKE
May 7, 2001 Secretary
APPENDIX A
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF FIRST BANKS AMERICA, INC.
I. Audit Committee Purpose
The Audit Committee is appointed by the Board of Directors of First
Banks America, Inc. (FBA) to assist the Board in fulfilling its
oversight responsibilities. The Audit Committee's primary duties and
responsibilities are to:
o Monitor the integrity of FBA's financial reporting process and
systems of internal controls regarding finance, accounting and
legal compliance.
o Monitor the independence and performance of FBA's independent
auditors, the Internal Audit Department and the Internal Loan
Review Department.
o Provide an avenue of communication among the independent
auditors, management, the Internal Audit Department, the
Internal Loan Review Department and the Board of Directors.
The Audit Committee has the authority to conduct any investigation
appropriate in fulfilling its responsibilities, and it has direct
access to the independent auditors as well as anyone in the
organization. The Audit Committee has the ability to retain, at FBA's
expense, special legal, accounting or other consultants or experts it
deems necessary in the performance of its duties.
II. Audit Committee Composition and Meetings
Audit Committee members shall meet the requirements of the New York
Stock Exchange (nyse) and the FDIC Improvement Act of 1991 (FDICIA).
The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent nonexecutive
directors, free from any relationship that would interfere with the
exercise of his or her independent judgment. All members of the
Committee shall have a basic understanding of finance and accounting
and be able to read and understand fundamental financial statements,
and at least one member of the Committee shall have accounting or
related financial management expertise.
Audit Committee members shall be appointed by the Board. If an audit
committee Chair is not designated or present, the members of the
Committee may designate a Chair by majority vote of the Committee
membership.
The Committee shall meet at least four times annually, or more
frequently as circumstances dictate. The Audit Committee Chair shall
prepare and/or approve an agenda in advance of each meeting. The
Committee should meet privately in separate executive sessions at least
annually with management, the director of the internal auditing
department, the independent auditors, and as a committee to discuss any
matters that the Committee or each of these groups believe should be
discussed. In addition, the Committee, or at least its Chair, should
communicate with management and the independent auditors quarterly to
review the Company's financial statements and significant findings
based upon the auditors limited review procedures.
III. Audit Committee Responsibilities and Duties
The following paragraphs summarize the responsibilities and duties of
the Audit Committee. The frequency and timing of these activities is
outlined in the Audit Committee Meeting Agenda included in Schedule A.
Review Procedures
-----------------
1. Review and reassess the adequacy of this Charter at least
annually. Submit the Charter to the Board of Directors for
approval and have the document published at least every three
years in accordance with SEC regulations.
2. Review FBA's annual audited financial statements prior to
filing or distribution. Review should include discussion with
management and independent auditors of significant issues
regarding accounting principles, practices and judgments.
3. In consultation with management, the independent auditors and
the Internal Audit Department, consider the integrity of FBA's
financial reporting processes and controls. Discuss significant
financial risk exposures and the steps management has taken to
monitor, control and report such exposures. Review significant
findings prepared by the independent auditors and the Internal
Audit Department and the Internal Loan Review Department together
with management's responses.
4. Review with financial management and the independent auditors
FBA's quarterly financial results prior to the release of earnings
and/or FBA's quarterly financial statements prior to filing or
distribution. Discuss any significant changes to FBA's accounting
principles and any items required to be communicated by the
independent auditors in accordance with SAS 61 (see item 9). The
Chair of the Committee may represent the entire Audit Committee
for purposes of this review.
Independent Auditors
--------------------
5. The independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors. The Audit Committee shall
review the independence and performance of the auditors and
annually recommend to the Board of Directors the appointment of
the independent auditors or approve any discharge of auditors when
circumstances warrant.
6. Approve the fees and other significant compensation to be paid to
the independent auditors.
7. On an annual basis, the Committee should review and discuss with
the independent auditors all significant relationships they have
with FBA that could impair the auditors' independence.
8 Review the independent auditors' audit plan - discuss scope,
staffing, locations, reliance upon management and internal audit
and general audit approach.
9. Prior to releasing the year-end earnings, discuss the results of
the audit with the independent auditors. Discuss certain matters
required to be communicated to audit committees in accordance with
AICPA SAS 61.
10. Consider the independent auditors' judgments about the quality and
appropriateness of the Company's accounting principles as applied
in its financial reporting.
Internal Audit Department, Internal Loan Review Department, Legal and
------------------------------------------------------------------------
and Regulatory Compliance
-------------------------
11. Review the budget, plan, changes in plan, activities,
organizational structure and qualifications of the Internal Audit
Department and the Internal Loan Review Department, as needed.
12 Review the appointment, performance and replacement of the
Directors of the Internal Audit Department and the Internal Loan
Review Department.
13. Review significant reports prepared by the Internal Audit
Department and the Internal Loan Review Department together with
management's response and follow-up to these reports.
14. On at least an annual basis, review with FBA's counsel, any legal
matters that could have a significant impact on the organization's
financial statements, FBA's compliance with applicable laws and
regulations and inquiries received from regulators or governmental
agencies.
Other Audit Committee Responsibilities
--------------------------------------
15. Annually prepare a report to shareholders as required by the
Securities and Exchange Commission. The report should be
included in FBA's annual proxy statement.
16. Perform any other activities consistent with this Charter, FBA's
By-laws and governing law, as the Committee or the Board deems
necessary or appropriate.
17. Maintain minutes of meetings and periodically report to the Board
of Directors on significant results of the foregoing activities.
Schedule A - Audit Committee Meeting Agenda
--------------------------------------------
Scheduled Meetings
--------------------------------------------
--------------------------------------------
April July October January
--------------------------------------------
I. Audit Committee Purpose
--------------------------------------------
Conduct special investigations * * * *
--------------------------------------------
II. Audit Committee Composition and Meetings
--------------------------------------------
Assess independence and financial literacy of audit committee X
--------------------------------------------
Establish number of meetings X
--------------------------------------------
Audit Committee Chair to establish meeting agenda X X X X
--------------------------------------------
Enhance financial literacy - update on current financial events X X X X
--------------------------------------------
Executive session with auditors, internal audit and management X X X X
--------------------------------------------
III. Audit Committee Responsibilities and Duties
--------------------------------------------
1a. Review charter, publish in proxy X
--------------------------------------------
1b. Publish charter in proxy X
--------------------------------------------
2. Review annual financial statements-discuss with mgmt, auditors (1) X
--------------------------------------------
3. Consider internal controls and financial risks X X
--------------------------------------------
4. Review quarterly results and findings X X X X
--------------------------------------------
5. Recommend appointment of independent auditors X
--------------------------------------------
6. Approve audit fees X
--------------------------------------------
7. Discuss auditor independence X
--------------------------------------------
8. Review independent auditor plan X
--------------------------------------------
9. Discuss year-end results, SAS 61 report (1) X
--------------------------------------------
10. Discuss quality of accounting principles * * * X
--------------------------------------------
11. Review internal audit plan X
--------------------------------------------
12. Review appointment, performance of internal audit and internal loan X
review directors
--------------------------------------------
13. Review significant internal audit and loan review reports * * * *
--------------------------------------------
14. Review legal matters with counsel * X
--------------------------------------------
15. Prepare report to shareholders X
--------------------------------------------
16. Perform other activities as appropriate * * * *
--------------------------------------------
17. Maintain minutes and report to Board X X X X
--------------------------------------------
18. Written affirmation of Compliance to the NYSE (2)
--------------------------------------------
X = Recommended Timing
* = As Needed
(1) Given the timing of the year-end audit, testwork on the consolidated
financial statements is finalized in March. To comply with the audit
committee requirements, a special audit committee meeting will be held with
the independent auditors, internal audit and management to review the
annual financial statements and discuss year-end audit results in March
prior to filing.
(2) Dates to be determined by the NYSE.
.
Please mark
your votes as
indicated in |X|
this example
1. Election of Directors
FOR all nominees WITHHOLD
listed below AUTHORITY
(except as marked to vote for all nominees
to the contrary) listed below
|_| |_|
NOMINEES: Allen H. Blake, Charles A. Crocco, Jr., James F. Dierberg, Albert M.
Lavezzo, Ellen D. Schepman, Edward T. Story, Jr., Donald W. Williams
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name below.
- --------------------------------------------------------------------------------
2. In their discretion, upon any other matters which may properly come before
the meeting or any adjournments thereof, hereby revoking any proxy
heretofore given by the undersigned for such meeting.
The proxy when properly executed will be voted as specified herein. If no
specification is made with respect to any particular proposal, it is the
intention of the proxies to vote FOR each of the proposals.
Dated , 2001
---------------------------------
- ---------------------------------------------
Signature
- ---------------------------------------------
Signature if owned jointly
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FIRST BANKS AMERICA, INC.
Annual Meeting of Stockholders - May 30, 2001
The undersigned hereby appoints Allen H. Blake and Donald W. Williams, and each
of them, with full power of substitution, the attorney and proxy of the
undersigned to attend the Annual Meeting of Stockholders of First Banks America,
Inc. to be held in Clayton, Missouri on May 30, 2001, at 4:00 p.m. local time
and at any adjournment thereof, and to vote the stock of the undersigned with
all powers the undersigned would possess if present upon the following matters
and upon any other business that may properly come before the meeting or any
adjournment thereof.
This proxy when properly executed will be voted as specified herein. If no
specification is made with respect to any particular proposal, it is the
intention of the proxies to vote FOR each of the proposals.
SEE REVERSE SIDE
- --------------------------------------------------------------------------------
You can now access your First Banks America, Inc. account online.
Access your First Banks America, Inc. stockholder account online via Investor
ServiceDirect(SM) (ISD).
Mellon Investor Services LLC, agent for First Banks America, Inc., now makes it
easy and convenient to get current information on your stockholder account.
After a simple and secure process of establishing a Personal Identification
Number (PIN), you are ready to log in and access your account to:
o View account status
o View certificate history
o View book-entry information
o View payment history for dividends
o Make address changes
o Obtain a duplicate 1099 tax form
o Establish/change your PIN
Visit us on the web at http://www.mellon-investor.com
and follow the instructions shown on this page.
Step 1: FIRST TIME USERS - Establish a PIN
You must first establish a Personal Identification Number (PIN) online by
following the directions provided in the upper right portion of the web screen
as follows. You will also need your Social Security Number (SSN) available to
establish a PIN.
Investor ServiceDirect(SM) is currently only available for domestic individual
and joint accounts.
o SSN
o PIN
o Then click on the Establish PIN button
Please be sure to remember your PIN, or maintain it in a secure place for future
reference.
Step 2: Log in for Account Access
You are now ready to log in. To access your account please enter your:
o SSN
o PIN
o Then click on the Submit button
If you have more than one account, you will now be asked to select the
appropriate account.
Step 3: Account Status Screen
You are now ready to access your account information. Click on the appropriate
button to view or initiate transactions.
o Certificate History
o Book-Entry Information
o Issue Certificate
o Payment History
o Address Change
o Duplicate 1099
For Technical Assistance Call 1-877-978-7778 between
9am-7pm Monday-Friday Eastern Time